|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the FL 8-K filed May 21, 2008. Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Banks, the LC Agents and the Company. Upon receipt of any such notice of resignation, the Required Banks shall have the right, in consultation with the Banks and the Company, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Banks and the LC Agents, in consultation with the Company, appoint a successor Administrative
Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Company and the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Banks or the LC Agents under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the
76
Administrative Agent shall instead be made by or to each Bank and the LC Agents directly, until such time as the Required Banks appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Swing Line Bank and, if applicable, LC Agent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Bank and, if applicable, LC Agent, (b) the retiring Swing Line Bank and, if applicable, LC Agent shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor LC Agent shall issue letters of credit in substitution for the Letters of Credit issued by the retiring LC Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring LC Agent to effectively assume the obligation of the retiring LC Agent with respect to such Letters of Credit. |
| |||||||
